Further Offers Clause Samples

Further Offers. Until Closing, the Seller will (i) not provide any information about the Franchise Territories, with the intent to sell or solicit an offer to purchase the Assets of the Seller or the Franchise Territories, or a material interest therein to anyone other than the Purchaser, (ii) not negotiate or discuss with any other potential buyer other than the Purchaser the sale or possible sale of Assets of the Seller or the Franchise Territories, or any material interest therein, (iii) not sell or agree to sell the Assets of the Seller or the Franchise Territories, or any interest therein and not solicit any offer or indication of interest concerning the possible sale of the Assets of the Seller or the Franchise Territories, or any interest therein, and (iv) advise the Purchaser immediately of the receipt of any written offer or written proposal for any material interest in the Assets of the Seller or the Franchise Territories, including the terms of such an offer. The Seller agree that the Purchaser has and will expend considerable time and money in negotiating the purchase of the Assets and the preparation of this Agreement. The Seller therefore agrees to pay the sum of $7,000.00_ to the Purchaser as liquidated damages if the Seller breach the provisions of this Section 14.
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Further Offers. For so long as this Agreement remains in effect, Purchaser and Seller agree to negotiate exclusively with each other, in good faith, toward the consummation of the transaction contemplated in this Agreement. In this regard, unless and until this Agreement is terminated by either party pursuant to the terms of this Agreement, Seller agrees to cease all responses to, negotiations, discussions or inquiries with, and/or any solicitations of, any other prospective purchaser with regard to sale of the Property, and Purchaser agrees to cease all responses to, negotiations, discussions or inquiries with, and/or any solicitations of, any other person or entity with regard to Purchaser's prospective purchase of real property as contemplated in this Agreement. SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN W9/TIB III REALTY, L.L.C. AND HITTITE MICROWAVE CORPORATION
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Further Offers. (a) Apeiron acknowledges that within 15 months of the date the Stage 2 Condition is satisfied (FO Backstop Date), the Company may offer up to 250,000,000 Shares (in addition to the Second Placement Shares and those described in clause 12.1) pursuant to one or more offers of a nature to be determined by the Company in its discretion (after consultation in good faith with Apeiron), but one of which must include a Pro Rata Issue or Security Purchase Plan (as defined in the ASX Listing Rules) (Further Offers). (b) If the Company determines to proceed with a Further Offer, the Company must give Apeiron written notice not less than ten Business Days before the announcement of the Further Offer (that date being the FO Notice Date). (c) If the Company provides Apeiron with a notice in accordance with clause 12.2(b) in respect of a Further Offer and: (i) the price at which Shares are offered for subscription under the relevant Further Offer is equal to or greater than the FO Offer Price; and (ii) the total amount of funds raised by the Company through Further Offers (including the relevant Further Offer) will not exceed $15,000,000, then Apeiron agrees to underwrite the relevant Further Offer in accordance with clause 13.
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Further Offers. Any NSMH Share remaining unaccepted as aforesaid shall be deemed to be offered by the selling PARTY for sale at the price established in terms stated in Clause 7.2.2(i) to such PARTIES as shall have accepted as aforesaid the NSMH Shares offered to them and in the proportions in which the NSMH Shares held by them bear to each other. Such PARTIES shall be at liberty to accept the NSMH Shares offered pursuant to this Clause 15.5 within 7 (Seven) days from the date of expiry of the period of 14 (Fourteen) days referred to in Clause 15.4. If any NSMH Shares remain indisposed of pursuant to the foregoing provisions, then such further offers as may be necessary shall be deemed to be made in like manner until all of the NSMH Shares concerned shall have been sold.
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Further Offers. Any JVC Share remaining unaccepted pursuant to Clause 11.4 shall be deemed to be offered by the selling PARTY for sale at the Certified Value to such PARTIES as shall have accepted as aforesaid the JVC Shares offered to them and in the proportions in which the JVC Shares held by them bear to each other. Such PARTIES shall be at liberty to accept the JVC Shares offered pursuant to this Clause 11.5 within 30 (Thirty) days from the date of expiry of the period of 45 (Forty Five) days referred to in Clause 11.
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Related to Further Offers

  • Other Offers Neither Stockholder (in Stockholder’s capacity as such), nor any of Stockholder’s Subsidiaries, if any, shall, nor shall Stockholder or any of Stockholder’s Subsidiaries, if any, authorize or permit any of its or their respective Representatives to, and Stockholder shall instruct, and cause each applicable Subsidiary of Stockholder to instruct, each such Representative not to, directly or indirectly, take any of the following actions: (i) solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal; (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal; or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction. Without limiting the foregoing, it is understood that any violation of the foregoing restrictions by any Subsidiary of Stockholder or Representatives of Stockholder or any of its Subsidiaries shall be deemed to be a breach of this Section 5.02

  • Other Offerings The Company has not sold, issued or distributed any Securities during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or Regulation S of, the Act, other than Securities issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

  • No Solicitation; Other Offers (a) Subject to Section 6.03(b), the Company shall not, and shall cause its Subsidiaries not to, and shall direct and use its commercially reasonable efforts to cause its and their officers, directors, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors or representatives (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) fail to make, withdraw or modify in a manner adverse to Parent or publicly propose to withdraw or modify in a manner adverse to Parent the Company Board Recommendation, or recommend, adopt or approve or publicly propose to recommend, adopt or approve an Acquisition Proposal (any of the foregoing in this clause (iii), an “Adverse Recommendation Change”), (iv) grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its Subsidiaries or (v) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument constituting or relating to an Acquisition Proposal (except for confidentiality agreements permitted under Section 6.03(b)). The Company shall, and shall cause its Subsidiaries and their respective Representatives to, cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any Third Party conducted prior to the date of this Agreement with respect to any Acquisition Proposal and shall use its commercially reasonable efforts to cause any such Party (or its agents or advisors) in possession of confidential information about the Company that was furnished by or on behalf of the Company to return or destroy all such information. During the term of this Agreement, the Company shall not take any actions to make any state takeover statute (including any Kentucky state takeover statute) or similar statute inapplicable to any Acquisition Proposal. (b) Notwithstanding the foregoing, at any time prior to the adoption of this Agreement by Company’s shareholders (and in no event after the adoption of this Agreement by Company’s shareholders), the Board of Directors of the Company, directly or indirectly through advisors, agents or other intermediaries, may, subject to compliance with Section 6.03(c), (i) engage in negotiations or discussions with any Third Party that, subject to the Company’s compliance with Section 6.03(a), has made after the date of this Agreement a Superior Proposal or an unsolicited bona fide Acquisition Proposal that the Board of Directors of the Company reasonably believes (after considering the advice of a financial advisor of nationally recognized reputation) will lead to a Superior Proposal, (ii) thereafter furnish to such Third Party information relating to the Company or any of its Subsidiaries pursuant to a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement (a copy of which shall be provided, promptly after its execution, for informational purposes only to Parent); provided that (A) such confidentiality agreement with such Third Party shall not be required to contain standstill provisions (in which case the Confidentiality Agreement shall be deemed amended to delete the standstill provisions contained therein) and (B) all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such Third Party) and (iii) following receipt of a Superior Proposal after the date of this Agreement, make an Adverse Recommendation Change, but in each case referred to in the foregoing clauses (i) through (iii) only if the Board of Directors of the Company determines in good faith by a majority vote, after considering advice from outside legal counsel to the Company, that the failure to take such action would be inconsistent with its fiduciary duties under Applicable Law. Nothing contained herein shall prevent the Board of Directors of the Company from complying with requirements Rule 14e-2(a) or Rule 14d-9 under the 1934 Act with regard to an Acquisition Proposal, so long as any action taken or statement made to so comply is consistent with this Section 6.03; provided, that such requirement will in no way eliminate or modify the effect that any action pursuant to such requirement would otherwise have under this Agreement. (c) The Board of Directors of the Company shall not take any of the actions referred to in clauses (i) through (iii) of Section 6.03(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. In addition, the Company shall notify Parent promptly (but in no event later than 24 hours) after receipt by the Company (or any of its Representatives) of any Acquisition Proposal, any inquiry that would be reasonably expected to lead to an Acquisition Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that a Person acting in good faith would reasonably believe is seeking to make, or has made, an Acquisition Proposal, which notice shall be provided orally and in writing and shall identify the Third Party making, and the material terms and conditions of, any such Acquisition Proposal, indication or request (including any material changes thereto). The Company or its Representatives shall keep Parent or its Representatives reasonably informed, on a current basis, of any material changes to any such Acquisition Proposal, indication or request.

  • No Solicitation of Other Offers (a) The Stockholder shall, and shall cause its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants and other agents to, immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Acquisition Proposal in connection with the transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not, directly or indirectly, take (and shall not permit its Affiliates, officers, directors, employees, representatives, consultants, investment bankers, attorneys, accountants or other agents, to so take) any action to (i) solicit, initiate or encourage the making of any Acquisition Proposal, (ii) participate in any way in discussions or negotiations with, or furnish or disclose any information to, any Person (other than Orix or the agents or representatives of Orix) in connection with, or take any other action to encourage any inquiries or the making of any proposal that is reasonably expected to lead to, any Acquisition Proposal, (iii) enter into any agreement, arrangement or understanding with respect to any Acquisition Proposal, (iv) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Orix, the approval of the Merger Agreement, the Merger or the purchase of any Stock under the Stock Purchase Agreement dated May 21, 1999 or (v) approve or propose to approve, any Acquisition Proposal. (b) In addition to the obligations of the Stockholder set forth in Section 4(a) hereof, promptly after receipt thereof, the Stockholder agrees that it shall advise Orix of any request for information or of any Acquisition Proposal, or any inquiry, proposal, discussions or negotiation with respect to any Acquisition Proposal, the terms and conditions of such request, Acquisition Proposal, inquiry, proposal, discussion or negotiation and the Stockholder shall promptly provide to Orix copies of any written materials received by the Stockholder in connection with any of the foregoing, and the identity of the Person making any such Acquisition Proposal or such request, inquiry or proposal or with whom any discussion or negotiation are taking place.

  • Further Negotiations In case where a Party offers, after the entry into force of this Agreement, to non-Party additional advantages with regard to its government procurement market access coverage agreed under this Chapter, it shall agree, upon request of the other Party, to enter into negotiations with a view to extending coverage under this Chapter on a reciprocal basis.